In addition to outlining the terms of the exclusive distribution agreement, this template contains provisions for the promotion, marketing, and branding guidelines for the products being distributed. It specifies the roles and responsibilities of the manufacturer and the distributor, including provisions for product warranties, quality control, and compliance with local regulations. The Distribution Agreement Template also offers guidance on pricing, payment terms, and any additional services or support to be provided by the manufacturer.
It is important to note that this document is a template and should be customised to fit the specific needs and circumstances of the parties- for more information please read our Templates Guide.
Exclusive Distributorship:
Under this template, an exclusive distributorship arrangement means that the Manufacturer grants the Distributor the sole right to sell the Manufacturer's products within a specified territory or to a particular group of customers within the UK. Key points include:
- No Other Distributors: The Manufacturer agrees not to appoint any other distributors or agents to sell the products in the designated territory or to the specified customer group.
- Manufacturer's Restrictions: The Manufacturer also agrees not to sell the products directly within the exclusive territory or to the exclusive customer group.
- Distributor's Obligations: The Distributor must market and sell the products, maintain sufficient inventory, and comply with good industry practices.
- Territory and Customers: The specific territory and customer group are defined in the agreement, ensuring that the Distributor has exclusive rights within these parameters.
This arrangement aims to provide the Distributor with a competitive advantage by eliminating competition from other distributors or the Manufacturer within the agreed-upon territory or customer group.
Summary of Key Provisions of the Template:
Parties Involved: The agreement is between a Manufacturer and a Distributor.
Appointment and Scope:
- The Manufacturer grants the Distributor the exclusive, shared exclusive, or sole right to sell the products in a specified territory within the UK.
- The Distributor agrees not to sell or permit the export of the products outside the UK.
Term:
- The agreement starts on the Effective Date and continues for an initial term (e.g., six months), after which it automatically continues unless terminated.
Purchase Targets:
- The Distributor must use reasonable efforts to purchase minimum quantities of the products as set out in the agreement.
Terms of Sale:
- The supply of products is subject to the Manufacturer’s standard terms of sale, which may be modified with written notice.
Prices and Payment:
- Products are supplied at the Manufacturer’s current prices (exclusive of VAT), with payment terms specified (e.g., within a certain number of days from the invoice date).
Rights and Duties:
- Manufacturer: Supply products, provide training, and market/promote products.
- Distributor: Market and sell products, maintain inventories, comply with good industry practices, and provide forecasts and assistance as required.
Intellectual Property:
- The Manufacturer grants the Distributor a non-exclusive license to use trademarks for marketing and selling the products.
Records, Reporting, and Audits:
- The Distributor must maintain comprehensive records of purchases and sales and allow the Manufacturer to inspect and audit these records.
Termination:
- Either party can terminate the agreement for material breach, non-payment, or insolvency. The Manufacturer can also terminate for reputational harm or loss of necessary consents.
Confidentiality:
- Both parties must keep confidential information secure and return or destroy it upon termination.
Limitation of Liability:
- The Manufacturer’s liability is limited, excluding consequential or indirect losses and loss of profits.
Non-solicitation:
- The Distributor cannot solicit the Manufacturer’s employees for a specified period after termination.
Dispute Resolution:
- Disputes should be resolved through reasonable efforts by the parties’ contract managers or chief executives.
Entire Agreement:
- This agreement constitutes the entire agreement between the parties, superseding all previous agreements.
Notices:
- Notices must be in writing and delivered to the specified addresses or email addresses.
Compliance with Laws:
- Both parties must comply with all applicable laws and regulations.
Force Majeure:
- Neither party is liable for failure or delay in performance due to events beyond their control.
Governing Law and Jurisdiction:
- The agreement is governed by the laws of England and Wales, with disputes settled in the courts of England and Wales.
Schedules:
- Schedule 1: Details of products, prices, and purchase targets.
- Schedule 2: Excluded customers and territories.
- Schedule 3: Details of trademarks.
- Schedule 4: Terms of sale.
- Schedule 5: Marketing plan.
This template is supplied subject to our Terms of Sale
Publisher’s Notice:
Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document.
All templates and other documents downloaded from this website are subject to our Terms of Sale.
Any enquiries about this document can be directed to info@contracts-direct.com.
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